Tecpetrol And Alpha Lithium Announce Subsequent Acquisition Transaction And Completion Of Offer

6 November 2023

Tecpetrol Investments S.L.a member of the Techint Group, and Alpha Lithium Corporation  are pleased to announce that Tecpetrol's board-recommended offer (the "Offer") to acquire all of the common shares of Alpha for C$1.48 in cash per share has successfully expired.

Final Offer Results
As previously disclosed by Tecpetrol, an aggregate of 138,566,277 Alpha shares, representing approximately 67.4% of the issued and outstanding Alpha shares, have been taken-up and acquired by TechEnergy Lithium Canada Inc., a wholly-owned subsidiary of Tecpetrol, pursuant to the Offer.

Subsequent Acquisition Transaction
Tecpetrol and Alpha also announce that they have entered into an agreement (the "Acquisition Agreement") providing for the acquisition by Tecpetrol of all of the Alpha shares not acquired pursuant to the Offer (the "Subsequent Acquisition Transaction"). Following completion of the Subsequent Acquisition Transaction, Tecpetrol will own 100% of the Alpha shares and Alpha will be a wholly-owned subsidiary of Tecpetrol.

Subject to the terms of the Acquisition Agreement, Alpha shareholders (other than Tecpetrol) will receive C$1.48 in cash per share pursuant to the Subsequent Acquisition Transaction, the identical consideration offered under the Offer.

The Subsequent Acquisition Transaction will be effected pursuant to the amalgamation of Alpha and a wholly-owned subsidiary of Tecpetrol under the Business Corporations Act (British Columbia) (the "Amalgamation"). The Amalgamation is subject to the approval of a special resolution at a special meeting of Alpha shareholders (the "Meeting") that must be passed by (i) at least two-thirds of the votes cast by Alpha shareholders at the Meeting; and (ii) a simple majority of the votes cast by Alpha shareholders at the Meeting, excluding votes from Alpha shareholders required to be excluded by Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (if any).  Tecpetrol currently beneficially owns approximately 67.4% of the issued and outstanding Alpha shares, all of which will be counted for both votes.  The Alpha board recommends that Alpha shareholders vote FOR the Amalgamation.

Additional information regarding the terms of the Subsequent Acquisition Transaction, the Acquisition Agreement and the Amalgamation will be provided in the management information circular (the "Circular") for the Meeting. It is anticipated that the Circular will be mailed to Alpha shareholders in November 2023 and the Meeting will be held in December 2023.  Copies of both the Acquisition Agreement, including the form of amalgamation agreement, and the Circular will be made available on Alpha's issuer profile on SEDAR+ at www.sedarplus.ca.

The Amalgamation is expected to close prior to December 31, 2023, subject to satisfaction or waiver of the conditions under the Acquisition Agreement.  Following completion of the Amalgamation, the shares of Alpha will be de-listed from the NEO Exchange and Alpha will make an application to cease to be a reporting issuer under Canadian securities laws.  Upon Alpha ceasing to be a reporting issuer, Alpha will no longer be subject to the ongoing continuous disclosure and reporting obligations currently imposed on Alpha as a reporting issuer and will be a private company that is wholly-owned by Tecpetrol.

Governance of Alpha
Following the execution of the Acquisition Agreement, the Alpha Board of Directors was reconstituted to include Tecpetrol representatives, Juan Jose Mata, Jorge Dimópulos and Francisco Grosse. The Alpha board now consists of: Chris Cooper, Jorge Dimópulos, Francisco Grosse, Darryl Jones and Juan Jose Mata.  Brad Nichol and Nathan Steinke, Alpha's President & Chief Executive Officer and Chief Financial Officer, respectively, have agreed to remain with Alpha in their capacities as officers for an interim period.

Juan Jose Mata is the Vice President Administration and Finance for Tecpetrol. Jorge Dimópulos is an Executive Vice President, Business Development & Planning in Tecpetrol's Energy Transition. Francisco Grosse is a Senior Manager, Business Development in Tecpetrol's Energy Transition Unit.

Advisors
BMO Capital Markets is serving as financial advisor and Davies Ward Phillips & Vineberg LLP is serving as legal advisor to Tecpetrol. In addition, Crestview Strategy is serving as government relations advisor and Teneo is serving as strategic communications advisor. Laurel Hill Advisory Group is serving as the Depositary and Information Agent for the Offer.

Credit Suisse Securities (USA) LLC is serving as Alpha's financial advisor, Cozen O'Connor LLP is serving as Alpha's legal advisor and McMillan LLP is serving as the legal advisor of Alpha's Special Committee. Longview Communications & Public Affairs is serving as Alpha's government and public relations advisor, and Kingsdale Advisors is serving as Alpha's strategic shareholder and communications advisor.

About the Tecpetrol Energy Transition Unit
Tecpetrol's Energy Transition Unit is Techint Group's dedicated business unit responsible for advancing its position in the global energy transition through investments in decarbonized energy sources, carriers and technologies, with the objective of contributing to a significant reduction in the carbon footprint. As part of this initiative through its subsidiary Techenergy Lithium S.A., Tecpetrol has built a lithium processing pilot plant in northern Argentina engineered for scale, which supports a production flowsheet involving direct lithium extraction. For additional information on Tecpetrol, please visit its website at https://www.tecpetrol.com/en.

The Techint Group is a global conglomerate with diversified business lines in steelmaking, complex infrastructure construction, design and construction of industrial plans and machinery, technologies for the metals and mining industries, oil and gas exploration and production and research-oriented health facilities. Through our six main companies – Tenaris S.A. (NYSE and Mexico: TS and EXM Italy: TEN), Ternium S.A. (NYSE: TX), Techint Engineering & Construction, Tenova, Tecpetrol and Humanitas – the Techint Group operates on six continents, employs 79,300 employees and generates over US$33 billion in annual revenue. We have an extensive track record of completing large transactions in industrial and extractive sectors around the globe, including in Canada, and in navigating complex regulatory frameworks. For additional information on the Techint Group, please visit its website at https://www.techintgroup.com/en.

Caution Regarding Forward-Looking Statements
This news release contains "forward looking information". Forward-looking information is not based on historical facts, but rather on current expectations and projections about future events, and is therefore subject to risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking information. Often, but not always, forward-looking information can be identified by the use of forward-looking words such as "plans", "expects", "intends" or variations of such words, and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information contained in this press release includes, but is not limited to, statements relating to expectations relating to the Subsequent Acquisition Transaction; the structure, consideration, timing and completion of the Subsequent Acquisition Transaction; the ability of Tecpetrol to complete the Subsequent Acquisition Transaction to acquire 100% of Alpha; and the timing of the mailing of the Circular and the Meeting.

Although each of Tecpetrol and Alpha believes that the expectations reflected in such forward-looking information are reasonable, such statements involve risks and uncertainties and have been based on information and assumptions that may prove to be inaccurate, and undue reliance should not be placed on such statements. Certain material factors or assumptions are applied in making forward-looking information and such factors and assumptions are based on information currently available to Tecpetrol and Alpha, and actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results, performance or achievements of Tecpetrol or Alpha or the completion of the Subsequent Acquisition Transaction to differ materially from any future results, performance or achievements expressed or implied by such forward-looking information, including, without limitation, the ability of Tecpetrol to acquire all of the issued and outstanding Alpha shares under the Subsequent Acquisition Transaction and the receipt of all approvals for such transaction. Forward-looking information in this news release is based on the respective beliefs and opinions of Tecpetrol and Alpha at the time the information is given, and there should be no expectation that this forward-looking information will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and each of Tecpetrol and Alpha expressly disclaims any obligation to do so except as required by applicable law.

Disclaimers
This news release is for informational purposes only and does not constitute an offer to buy or sell, or a solicitation of an offer to buy or sell, any securities. The acquisition of the Alpha shares referred to herein will be made solely by, and subject to the terms and conditions set out in the Acquisition Agreement.

Media Contact: Alexandre Meterissian, Email: [email protected]; Investor Relations: Jorge Dimópulos, Email: [email protected]; Shareholder Questions / Tendering Assistance:Laurel Hill Advisory Group, Toll-Free: 1-877-452-7184, Outside North America: 1-416-304-0211, Email: [email protected]

 

Source:prnewswire.com